Court Opinions

State Laws

US Code

US Constitution

New York Business Corporations Law Section 715 - Officers.

Legal Research Home > New York Lawyer > Business Corporations > New York Business Corporations Law Section 715 - Officers.

  § 715. Officers.
    (a) The   board  may  elect  or  appoint  a  president,  one  or  more
  vice-presidents, a secretary and a treasurer, and such other officers as
  it may determine, or as may be provided in the by-laws.
    (b) The certificate of incorporation may provide that all officers  or
  that  specified officers shall be elected by the shareholders instead of
  by the board.
    (c) Unless otherwise provided in the certificate of  incorporation  or
  the  by-laws,  all officers shall be elected or appointed to hold office
  until the meeting of the board following  the  next  annual  meeting  of
  shareholders  or,  in  the case of officers elected by the shareholders,
  until the next annual meeting of shareholders.
    (d) Each officer shall hold office  for  the  term  for  which  he  is
  elected  or  appointed,  and  until  his  successor  has been elected or
  appointed and qualified.
    (e) Any two or more offices may be held by the same person.  When  all
  of  the  issued and outstanding stock of the corporation is owned by one
  person, such person may hold all or any combination of offices.
    (f) The board may  require  any  officer  to  give  security  for  the
  faithful performance of his duties.
    (g) All  officers as between themselves and the corporation shall have
  such authority  and  perform  such  duties  in  the  management  of  the
  corporation  as  may be provided in the by-laws or, to the extent not so
  provided, by the board.
    (h) An officer shall perform his duties as an officer  in  good  faith
  and  with  that  degree  of care which an ordinarily prudent person in a
  like position would use under similar circumstances. In  performing  his
  duties,  an  officer shall be entitled to rely on information, opinions,
  reports or statements including financial statements and other financial
  data, in each case prepared or presented by:
    (1) one or more other officers or employees of the corporation  or  of
  any  other  corporation  of  which  at  least  fifty  percentum  of  the
  outstanding shares of stock entitling the holders thereof  to  vote  for
  the  election  of  directors  is  owned  directly  or  indirectly by the
  corporation, whom the officer believes to be reliable and  competent  in
  the matters presented, or
    (2) counsel,  public  accountants or other persons as to matters which
  the officer believes to be within such person's professional  or  expert
  competence,  so  long  as in so relying he shall be acting in good faith
  and with such degree of care, but he  shall  not  be  considered  to  be
  acting  in  good  faith  if  he  has  knowledge concerning the matter in
  question that would cause such reliance to be unwarranted.  A person who
  so performs his duties shall have no liability by  reason  of  being  or
  having been an officer of the corporation.

Last modified: August 10, 2006